Gratifii Secures Binding Agreement to Acquire Mosh, Postpones Simplicity Completion to January 2027 with Earnings-Based Conditions

Binding Agreement Executed for Mosh Acquisition with Settlement Expected Soon

Gratifii Limited has confirmed the execution of a binding acquisition agreement for Mosh, advancing a strategic transaction initially announced in December 2025. The agreement aligns with previously disclosed terms, providing transparency on the acquisition’s structure. Settlement is projected within one week from the 20 July 2026 update, indicating the transaction is nearing completion.

The Mosh acquisition supports Gratifii’s broader growth strategy to enhance its loyalty and rewards platform capabilities and expand its client base. Serving over 90 enterprise clients across Australia, New Zealand, and Hong Kong, Gratifii views the Mosh acquisition as a key step to strengthen market presence and service offerings. The timing of the binding agreement and imminent settlement confirms progress on one of the company’s two major acquisitions announced during 2025 and 2026.

Simplicity Acquisition Completion Deferred to Enable Operational Integration and Sales Consolidation

Gratifii and Simplicity have mutually agreed to vary the acquisition terms of Simplicity Australasia Limited and Simplicity Technologies Limited, originally announced on 14 May 2026. Completion has been deferred to 31 January 2027 to allow Simplicity to consolidate recent sales wins and embed operational gains before transitioning ownership. This deferral is viewed as beneficial for the long-term success of the combined business, enabling Simplicity to demonstrate sustained commercial performance prior to completion.

The revised acquisition structure better aligns with both parties’ commercial interests and supports the combined entity’s growth trajectory. Instead of completing on the original schedule, the variation introduces structural changes that validate Simplicity’s trading performance and ensure purchase price reflects actual outcomes rather than forecasts. This reduces execution risk for Gratifii by conditioning completion on proven financial performance, while granting Simplicity additional time to confirm the value of recent customer wins.

Completion Now Conditional on Earnings Performance Through December 2026

A significant amendment in the varied agreement is the introduction of an earnings-based completion condition protecting Gratifii’s interests. Completion depends on receiving Simplicity’s financial statements for the six months ending 31 December 2026, demonstrating gross profit and EBITDA consistent with historical periods. This ensures Simplicity maintains its profitability and operational efficiency through 2026’s end, providing Gratifii assurance about the business’s health.

This earnings-based condition serves as a risk mitigation measure, establishing an objective financial benchmark before Gratifii is obligated to complete. If Simplicity’s financial results do not meet these standards, Gratifii may decline completion or renegotiate terms. This shifts execution risk to quantifiable metrics rather than projections or subjective assessments, safeguarding shareholder interests.

Revised Staged Payments Lower Initial Cash Outlay at Completion

The variation restructures payment terms, introducing a staged cash payment model that reduces upfront cash at completion. Gratifii will pay a non-refundable NZ$80,000 deposit applied against the NZ$1.2 million Tranche 1 payment, resulting in a net cash payment of NZ$1.12 million at completion. Additionally, NZ$1.5 million in consideration shares will be issued at completion, granting sellers equity participation without further cash outlay.

A second cash tranche of NZ$1.6 million is due on 30 September 2027, conditional on Simplicity maintaining its customer base. This staged approach spreads payments, improving Gratifii’s working capital management by deferring significant cash outlay until after operational synergies and cash flow are realized.

Earn-Out Aligns Total Consideration with Post-Completion EBITDA Performance

The agreement introduces an earn-out mechanism linking total purchase price to Simplicity’s earnings after acquisition. The Tranche 3 earn-out equals five times Simplicity’s combined EBITDA for the 12 months ending 30 June 2028, minus the deposit, Tranche 1 and 2 payments, and consideration shares value. This ties final consideration directly to EBITDA generated during the first full year under Gratifii ownership, aligning vendor payment with operational results.

This earn-out extends sellers’ interest beyond completion, incentivizing both parties to maximize EBITDA in the initial post-acquisition year. It provides Gratifii a performance-based price adjustment, protecting against overpayment if performance declines, while allowing vendors to benefit if EBITDA exceeds expectations, ensuring balanced risk-sharing.

Deposit Terms Ensure Commitment and Protect Both Parties

The NZ$80,000 non-refundable deposit demonstrates commitment while clarifying refund conditions. It is non-refundable unless vendors choose not to proceed or default under the agreement. This protects Gratifii by preventing vendors from withdrawing while retaining the deposit, and protects vendors by ensuring they keep the deposit if Gratifii defaults.

The deposit acts as a binding commitment, with non-refundability imposing financial consequences for breaches or withdrawal without cause. Exceptions for vendor-initiated withdrawal and default ensure the deposit functions as a good-faith mechanism rather than a penalty, reflecting mutual agreement and collaboration.

Customer Retention Condition on Tranche 2 Payment Encourages Continuity

The Tranche 2 payment of NZ$1.6 million, due 30 September 2027, is contingent on maintaining Simplicity’s current customer base. This retention metric incentivizes preserving customer relationships during the transition and integration period, aligning with acquisition best practices to safeguard revenue and satisfaction.

By linking payment to retention, both parties gain a measurable metric to monitor. Customer attrition risk is mitigated as Gratifii focuses on maintaining service quality post-acquisition. The nine-month period between completion and payment allows time to establish operational synergies and customer confidence.

Gratifii’s Loyalty Platform Supports Over 90 Enterprise Clients Across Australia, New Zealand, and Hong Kong

Gratifii Limited is an ASX-listed software and loyalty management company delivering loyalty and rewards solutions to enterprise clients in Australia, New Zealand, and Hong Kong. Its platform enables clients to manage customer engagement, rewards, and loyalty initiatives. Serving over 90 enterprise clients, Gratifii has built a significant recurring revenue base through its loyalty management services.

The company’s position as a SaaS loyalty provider aligns with growing enterprise demand for digital engagement solutions. The acquisitions of Mosh and Simplicity aim to expand capabilities, client reach, and market presence in the ANZ region and beyond. These strategic moves support revenue growth and market consolidation trends in loyalty software, as enterprises seek integrated, scalable solutions.

Transaction Timeline and Upcoming Investor Milestones

The 20 July 2026 update outlines key milestones for both acquisitions. The Mosh acquisition is expected to settle within one week, providing near-term completion certainty. The Simplicity acquisition completion is deferred to 31 January 2027, conditional on receiving financial statements for the six months ending 31 December 2026 that confirm consistent gross profit and EBITDA.

Following Simplicity’s completion, further payments and performance milestones will arise. The NZ$1.6 million Tranche 2 payment is due 30 September 2027, subject to customer retention, and the earn-out payment will be based on EBITDA for the 12 months ending 30 June 2028. Investors should monitor disclosures on financial statement receipt, acquisition completion confirmation, and updates on customer retention and earn-out performance. Gratifii has committed to keeping the market informed of material developments per continuous disclosure requirements.